Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Treinen Tim
 2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2006		 3. Issuer Name and Ticker or Trading Symbol
Innophos Holdings, Inc. [IPHS]
(Last)
(First)
(Middle)
259 PROSPECT PLAINS ROAD, BUILDING G, P.O. BOX 8000		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP-Performance Chemicals
 5. If Amendment, Date Original Filed(Month/Day/Year)
11/01/2006
(Street)

CRANBURY, NJ 08512		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,742 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock   (2) 04/01/2015 Common Stock 95,738 $ 2.55 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Treinen Tim
259 PROSPECT PLAINS ROAD, BUILDING G
P.O. BOX 8000
CRANBURY, NJ 08512		       VP-Performance Chemicals  

Signatures

/s/ Tim Treinen 11/29/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 4,988 shares of common stock were granted to the reporting person pursuant to a retention bonus agreement, dated October 18, 2006, subject to certain vesting provisions, and were unintentionally omitted from the Original Form 3. 11.11% of the reporting person's shares of common stock granted pursuant to the retention bonus agreement vest, and thereby become deliverable to the reporting person, on January 1, April 1, July 1, and October 1 of each year, beginning on January 1, 2007.
(2) This Amended Form 3 is being filed, in part, to account for an error of approximately 0.9% in the calculation of the number of options held by the reporting person after the Issuer's recent stock split and reclassification. The reporting person's 95,738 options include 52,656 currently exercisable options (after adjustment for the 0.9% error) disclosed on the previously filed Form 3, dated November 01, 2006, or the Original Form 3, and 43,082 options, which are not currently exercisable and which were unintentionally omitted from the Original Form 3. 20% of the reporting person's options vested on August 13, 2005 and 5% vest on January 1, April 1, July 1 and October 1 of each year over a five year period thereafter. Additionally, 10% of the reporting person's options vested on November 7, 2006, upon consummation of the Issuer's initial public offering of its common stock. Currently, 55% of the reporting person's options are by their terms vested and exercisable.
 
Remarks:
Except as outlined above, the filing of this Form shall not be deemed an admission that the reporting person is a beneficial owner of the securites for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.

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